Hong Kong Stock Exchanges and
Clearing Limited and The Stock Exchange of Hong Kong Limited take
no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly
disclaim any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of
this announcement.
ZHEJIANG EXPRESSWAY CO., LTD.
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 0576)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the
extraordinary general meeting (the "EGM") of Zhejiang
Expressway Co., Ltd. (the "Company") will be held at
10 a.m. on Monday, 18 December 2017 at 5/F, No. 2 Mingzhu
International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the People's Republic of China (the
"PRC"), for the purpose of considering and, if thought fit,
passing with or without modification or amendment the following
resolutions:
AS ORDINARY RESOLUTION
To consider and approve interim dividend of RMB6 cents per share in respect of the six months
ended 30 June 2017.
AS SPECIAL RESOLUTION
To consider and approve the amendments to the articles of
association of the Company and relevant authorization.
By Order of the
Board
Zhejiang Expressway Co., Ltd.
Tony Zheng
Company Secretary
Hangzhou, PRC
3 November 2017
Notes:
1. Registration procedures for
attending the EGM
(a) Holders of H shares of the Company ("H
Shares") and domestic shares of the Company ("Domestic
Shares") intending to attend the EGM should return the reply
slip for attending the EGM to the Company by post or by facsimile
(address and facsimile numbers are shown in paragraph 6(b) below)
such that the same shall be received by the Company on or before
27 November 2017.
(b) A shareholder or his/her/its proxy should
produce proof of identity when attending the EGM. If a corporate
shareholder appoints its legal representative to attend the
meeting, such legal representative shall produce proof of identity
and a copy of the resolution of the board of directors or other
governing body of such shareholder appointing such legal
representative to attend the meeting.
2. Proxy
(a) A shareholder eligible to attend and vote
at the EGM is entitled to appoint, in written form, one or more
proxies to attend and vote at the EGM on behalf of him/her/it. A
proxy need not be a shareholder of the Company.
(b) A proxy shall be appointed by a written
instrument signed by the appointor or an attorney authorized by
him/her/it for such purpose. If the appointor is a corporation, the
same shall be affixed with the seal of such corporation, or signed
by its director(s) or duly authorized representative(s). If the
instrument appointing a proxy is signed by a person authorized by
the appointor, the power of attorney or other authorization
document(s) shall be notarized.
(c) To be valid, the power of attorney or other
authorization document(s) (which have been notarized) together with
the completed form of proxy must be delivered, in the case of
holders of Domestic Shares, to the Company at the address shown in
paragraph 6(b) below and, in the case of holders of H Shares, to
Hong Kong Registrars Limited at 17M Floor, Hopewell Center, 183
Queen's Road East, Wanchai, Hong Kong, at least 24 hours before the
time designated for holding of the EGM (i.e. by no later than 10
a.m. on 17 December 2017).
(d) Any vote of the shareholders of the Company
present in person or by proxy at the EGM must be taken by poll.
3.
Book closing period
For the purpose of the EGM and to determine the shareholders who
qualify for the proposed interim dividend and compensation payment,
the register of members holding H Shares will be closed from
18 November 2017 to 17 December 2017 (both days inclusive) and from
22 December 2017 to 27 December 2017 (both days inclusive),
respectively.
4.
Last Day of Transfer and Record Date
Holders of H Shares who intend to attend the EGM and qualify for
the proposed interim dividend and compensation payment must deliver
all transfer instruments and the relevant shares certificates to
Hong Kong Registrars Limited at Rooms 1712-1716, 17/F, Hopewell
Center, 183 Queen's Road East, Hong
Kong, at or before 4:30 p.m.
on 17 November 2017 and 21 December 2017, respectively.
For the purpose of the EGM and qualify for the proposed interim
dividend and compensation payment, the record date will be
23 November 2017 and 27 December 2017, respectively.
5.
Dividend payment date and compensation payment date
Upon relevant approval by the shareholders of the Company at the
EGM, the interim dividend and compensation payment are expected to
be paid out on or about 19 January
2018 instead of by no later than 31
December 2017.
6. Miscellaneous
(a) The EGM will not last for more than one day.
Shareholders of the Company who attend shall bear their own
traveling and accommodation expenses.
(b) The principal place of business of the Company in
the PRC is:
5/F, No. 2 Mingzhu International Business Center
199 Wuxing Road
Hangzhou City, Zhejiang Province
People's Republic of China
310020
Telephone No.: (+86)-571-8798 7700
Facsimile No.: (+86)-571-8795 0329
As at the date of this notice, the
executive directors of the Company are: Mr. ZHAN Xiaozhang, Mr. CHENG Tao and Ms. LUO
Jianhu; the non-executive directors of the Company are: Mr. WANG
Dongjie, Mr. DAI Benmeng, and Mr.
ZHOU Jianping; and the independent non-executive directors of the
Company are: Mr. ZHOU Jun, Mr. PEI Ker-Wei and Ms. LEE Wai Tsang,
Rosa.
=======================================================
ZHEJIANG EXPRESSWAY CO., LTD.
(A joint stock limited company incorporated in the People's Republic of China with limited
liability)
(Stock code: 0576)
Proxy
Form for Extraordinary General Meeting
Number of Shares related to
this proxy form (note 1) |
H Shares/Domestic Shares* |
I (We) (note 2)
________________________________________________________________of
_______________________________________________________________________________________________________ being
the holder(s) of (note
1)_____________________________________________________ H
Share(s)/Domestic Share(s)* of Zhejiang Expressway Co., Ltd. (the
"Company"), now appoint (note
3)_______________________________ (I.D.
No.:____________________________ )of_______________________________________________/
the Chairman of the meeting as my (our) proxy, to attend and vote
on my (our) behalf in respect of the resolutions in
accordance with the instruction(s) below at the extraordinary
general meeting of the Company (the "EGM") to be held at
10 a.m. on Monday, 18 December 2017 at 5/F, No. 2 Mingzhu
International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the People's Republic of China (the
"PRC"), for the purpose of considering and, if thought fit,
passing the resolutions as set out in the notice convening the EGM.
In the absence of any indication, the proxy may vote for or
against the resolutions at his own discretion (note 4).
Ordinary Resolution |
For
(note 4) |
Against
(note 4) |
to consider and approve interim dividend of RMB6
cents per share in respect of the six months ended 30 June
2017 |
|
|
Special Resolution |
For
(note 4) |
Against
(note 4) |
to consider and approve amendments
to the articles of association of the Company and relevant
authorization |
|
|
Date:
__________________________________2017
Signature:__________________________________ (note
5)
Notes:
1. Please insert the
number of share(s) registered in your name(s) relating to this form
of proxy. If no number is inserted, this proxy form will be deemed
to relate to all of the shares in the capital of the Company
registered in your name(s).
2. Please insert full
name(s) and address(es) in BLOCK LETTERS.
3. Please insert the
name and address of your proxy. If this is left blank, the chairman
of the EGM will act as your proxy.
Proxies may not be member(s) of the Company and may be appointed
to attend and vote in the EGM provided that such proxies must
attend the EGM in person on your behalf. Any alteration made to
this proxy form must be signed by the signatory.
4. Please insert the
number of share(s) you wish to vote for or against the resolutions
in the appropriate boxes. In the absence of any such indication,
the proxy may vote or abstain from voting at his discretion.
5. This form of proxy
must be signed under hand by you or your attorney duly authorized
on that behalf. If the appointor is a corporation, this form must
be affixed with its common seal or signed by its director(s) or
duly authorized representative(s).
6. This form of proxy
together with the power of attorney or any other authorization
document(s) which have been notarized, must be delivered, in the
case of a holder of domestic share(s), to the Company at 5/F, No. 2
Mingzhu International Business Center, 199 Wuxing Road,
Hangzhou City, Zhejiang Province, 310020, the PRC, and in the
case of a holder of H share(s), to Hong Kong Registrars
Limited at 17M Floor, Hopewell Center, 183 Queen's Road East,
Wanchai, Hong Kong, at least 24
hours before the time designated for the holding of the EGM
(i.e. by no later than 10 a.m. on
17 December 2017.
* Please delete as appropriate.
=======================================================
ZHEJIANG EXPRESSWAY CO., LTD.
(A joint stock limited company incorporated in
the People's Republic of China
with limited liability)
(Stock code: 0576)
Reply
Slip for Extraordinary General Meeting
I
(We)_______________________________________________________________________ of_________________________________________________________________________________________________________ telephone
number: ________________________________________________________and
fax
number: ______________________________________________________________________being
the holder(s) of H Share(s)/Domestic Share(s)* of Zhejiang
Expressway Co., Ltd. (the "Company"), hereby confirm that I
(we) wish to attend or appoint a proxy to attend on my (our) behalf
at the extraordinary general meeting of the Company (the
"EGM") to be held at 10 a.m. on
Monday, 18 December 2017 at
5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road,
Hangzhou City, Zhejiang Province, the People's Republic of China (the
"PRC").
Signature:________________________________________________________
Date:
___________________________________________________________2017
Note: Eligible shareholders who
wish to attend the EGM are advised to complete and return this
reply slip to the Company at 5/F, No. 2 Mingzhu International
Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the PRC by post or by
facsimile (facsimile no.: (+86) -571-8795 0329) such that the same
shall be received by the Company on or before 27 November 2017. Failure to sign and return this
slip, however, will not preclude an eligible shareholder from
attending the EGM.
* Please delete as appropriate.